Form 4: UGI Subsidiary President Exercises, Sells Shares
Insider Transaction Report
Joseph L. Hartz, President of a UGI subsidiary, exercised stock options and subsequently sold 15,000 shares of UGI common stock on November 25, 2025.
Summary
- Joseph L. Hartz, President of a UGI subsidiary, engaged in transactions involving UGI Common Stock on November 25, 2025.
- Hartz acquired 15,000 shares by exercising options at a price of $33.76 per share.
- Immediately following the acquisition, Hartz sold 15,000 shares at an average price of $38.6757 per share, with prices ranging from $38.60 to $38.90.
- These transactions were conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged sale.
- Following these transactions, Hartz directly beneficially owns 33,492 shares of UGI Common Stock.
- Hartz also holds various derivative securities, including numerous stock options with exercise prices ranging from $24.60 to $53.35, and performance/stock units with various vesting and expiration dates.
- Hartz was a Section 16 Officer from March 2017 until 2021 and resumed this status on January 31, 2025.
Sentiment
Score: 5
Explanation: Neutral. This is a routine insider transaction (exercise and sell) under a 10b5-1 plan, which is generally expected and does not inherently signal strong positive or negative sentiment about the company's future prospects. The insider profited from the options, which is positive for the individual, but the sale reduces their direct stake.
Positives
- The sale price of $38.6757 per share is higher than the exercise price of $33.76, indicating a profit for the insider on the exercised options.
- The transaction was made pursuant to a Rule 10b5-1(c) plan, suggesting a pre-arranged sale not based on immediate insider information.
Negatives
- An insider sale, even if pre-arranged, can sometimes be perceived negatively by the market as it reduces the insider's direct equity stake.
Future Outlook
NA
Industry Context
NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Section 16 Officer | NA | Joseph L. Hartz | 2025-01-31 | Re-appointment to Section 16 Officer status. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Incentive Award Plan | Reporting person was granted performance units and stock units under the UGI Corporation 2021 Incentive Award Plan, reflecting ongoing executive compensation practices. | NA | Reflects ongoing executive compensation practices and alignment of executive interests with shareholder value through equity awards. |
Stakeholder Impact
- Shareholders: The sale by an insider, even if pre-arranged, might be viewed with slight caution, but the profit indicates the options were in-the-money. The existence of a 10b5-1 plan mitigates concerns about opportunistic selling.
Key Dates
| Date | Description |
|---|---|
| 2017-01-01 | Grant date for options with exercise price $46.08, which became fully vested on January 1, 2020. |
| 2017-03-01 | Approximate start date when Joseph L. Hartz was a Section 16 Officer. |
| 2017-03-06 | Grant date for options with exercise price $48.29, which became fully vested on March 6, 2020. |
| 2018-01-01 | Grant date for options with exercise price $46.95, which became fully vested on January 1, 2021. |
| 2019-01-01 | Grant date for options with exercise price $53.35, which became fully vested on January 1, 2022. |
| 2020-01-01 | Grant date for options with exercise price $45.16, which became fully vested on January 1, 2023. |
| 2021-01-01 | Grant date for options with exercise price $34.96, which became fully vested on January 1, 2024. |
| 2021-12-31 | Approximate end date when Joseph L. Hartz ceased to be a Section 16 Officer. |
| 2022-01-01 | Grant date for options with exercise price $45.91, which became fully vested on January 1, 2025. |
| 2023-01-12 | Grant date for options with exercise price $41.45 (vesting in three equal annual installments beginning January 12, 2024), performance units, and stock units. |
| 2024-01-01 | Grant date for options with exercise price $24.60 (vesting in three equal annual installments beginning January 1, 2025), performance units, and stock units. |
| 2025-01-01 | Grant date for performance units and stock units. |
| 2025-01-31 | Joseph L. Hartz became a Section 16 Officer again. |
| 2025-11-25 | Date of option exercise and subsequent sale of UGI Common Stock. |
| 2025-12-31 | Expiration date for options with exercise price $33.76 and certain performance units. |
| 2026-09-30 | Expiration date for certain performance units. |
| 2026-12-31 | Expiration date for options with exercise price $46.08 and certain performance units. |
| 2027-03-05 | Expiration date for options with exercise price $48.29. |
| 2027-12-31 | Expiration date for options with exercise price $46.95 and certain performance units. |
| 2028-12-31 | Expiration date for options with exercise price $53.35. |
| 2029-12-31 | Expiration date for options with exercise price $45.16. |
| 2030-12-31 | Expiration date for options with exercise price $34.96. |
| 2031-12-31 | Expiration date for options with exercise price $45.91. |
| 2033-01-11 | Expiration date for options with exercise price $41.45. |
| 2033-12-31 | Expiration date for options with exercise price $24.60. |
Recommendation
holdThis Form 4 filing details a routine insider transaction where an executive exercised stock options and immediately sold the acquired shares under a pre-arranged 10b5-1 plan. While the insider profited from the transaction, the sale itself does not provide new fundamental information about UGI's operational performance or future prospects. The transaction is an expected part of executive compensation and liquidity management. Therefore, it does not warrant a change in investment recommendation based solely on this filing.
Keywords
UGI Corp, UGI, Insider Trading, Form 4, Stock Options, Share Sale, Executive Compensation, Joseph L. Hartz, Rule 10b5-1
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